COMET RIDGE LIMITED — AGM Information 2020

Oct 25, 2020

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

ABN 47 106 092 577

Online:

www.investorcentre.com/contact

COI

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11.00am (Brisbane Time) Wednesday 25th November 2020.

Comet Ridge Limited Annual General Meeting

This year, as part of the Australian Government’s response to the Coronavirus crisis, temporary modifications have been made to the Corporations Act 2001 under the

Corporations (Coronavirus Economic Response) Determination (No.4) 2020 . These modifications allow notices of meeting, and other information regarding a meeting to be provided online where it can be viewed and downloaded. We are relying on technology to facilitate shareholder engagement and participation in the meeting. Details of where you can access the notice of meeting, lodge a proxy and participate in the meeting are contained in this letter.

Meeting date and location:

The Annual General Meeting of Comet Ridge Limited will be a virtual meeting, which will be conducted online on Friday, 27 November 2020 at 11.00am (Brisbane Time).

Attending the meeting online:

If you choose to participate online on the day of the meeting you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your vote in real time.

Webcast and Questions

You may register to attend the webcast by contacting the Company

at comet@cometridge.com.au

Voting

Access the meeting documents and lodge your proxy online:

Online:

Access the meeting documents and lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

To vote online during the meeting you will need to visit

web.lumiagm.com/387047882 on your smartphone, tablet or computer.

You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible. For further instructions on how to participate online please view the online meeting user guide at www.computershare.com.au/onlinevotingguide

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

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COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF 2020 ANNUAL GENERAL MEETING AND EXPLANATORY NOTES

Date of Meeting

Friday 27 November 2020

Time of Meeting

11.00am (Brisbane Time)

Holding of Meeting

Due to the current circumstances in relation to COVID19 the Meeting is being held virtually and conducted online. Please refer to the Explanatory Notes for details on registering your attendance at the meeting, voting and submitting questions.

COMET RIDGE LIMITED

A.B.N 47 106 092 577

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Comet Ridge Limited A.B.N 47 106 092 577 (“the Company”) will be held virtually and conducted online Friday 27 November 2020 at 11.00am (Brisbane time) for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

Shareholders this year will not be able to physically attend the Annual General Meeting.

AGENDA

ITEMS OF BUSINESS

Financial Statements and Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2020 together with the Directors’ Report and the Auditor’s Report as set out in the Annual Report.

Note: There is no requirement for Shareholders to approve these reports.

Resolution 1 – Non-Binding Resolution to Adopt Remuneration Report

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2020 be adopted.”

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

For the purposes of Resolution 1: Voting Exclusion Statement : The Company will disregard any votes cast in favour on this resolution by or on behalf of:

• a member of the Key Management Personnel ( KMP ) of the Company; or • a Closely Related Party of a KMP, whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote if it is cast as a proxy by a KMP, details of whose remuneration are included in the remuneration report for the year ended 30 June 2020, or a Closely Related Party of such a KMP:

• for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP; and

• the vote is not cast on behalf of a KMP details of whose remuneration are included in the remuneration report for the year ended 30 June 2020, or a Closely Related Party of a KMP.

Further, the Company will not disregard a vote if it is cast by a KMP, details of whose remuneration are not included in the remuneration report for the year ended 30 June 2020, or a Closely Related Party of such a KMP:

• as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• if it is cast by a person who is chairing the meeting as proxy for a person who is entitled to vote, in accordance with an express authority on the proxy form to vote as the proxy decides, even if the resolution is connected directly or indirectly with the remuneration of a KMP.

The Chairman intends to vote any undirected proxies in favour of this resolution.

Resolution 2 – Re-election of Mr James McKay as a Director

To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“ That, James McKay, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director .”

Resolution 3 Approval of issue of shares to Mr James McKay (Director)

To consider and, if thought fit, to pass the following resolution as an O rdinary Resolution :

"That the issue of 668,170 fully paid ordinary shares in the Company to Mr James McKay (or his nominee), in lieu of director's fees, is approved under and for the purposes of Listing Rule 10.11 and all other purposes."

Note: This Resolution is subject to voting restrictions. Please refer to the Voting Exclusion Statement in respect to Resolutions 3 through to 7 below.

Resolution 4 Approval of issue of shares to Mr Christopher Pieters (Director)

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

"That the issue of 359,178 fully paid ordinary shares in the Company to Mr Christopher Pieters (or his nominee), in lieu of director's fees, is approved under and for the purposes of Listing Rule 10.11 and all other purposes."

Note: This Resolution is subject to voting restrictions. Please refer to the Voting Exclusion Statement in respect to Resolutions 3 through to 7 below.

Resolution 5 Approval of issue of shares to Mr James Martin Riley (Director)

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That the issue of 450,895 fully paid ordinary shares in the Company to Mr James Riley (or his nominee), in lieu of director's fees, is approved under and for the purposes of Listing Rule 10.11 and all other purposes."

Note: This Resolution is subject to voting restrictions. Please refer to the Voting Exclusion Statement in respect to Resolutions 3 through to 7 below.

Resolution 6 Approval of issue of shares to Mr Shaun Scott (Director)

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

"That the issue of 438,074 fully paid ordinary shares in the Company to Mr Shaun Scott (or his nominee), in lieu of director's fees, is approved under and for the purposes of Listing Rule 10.11 and all other purposes."

Note: This Resolution is subject to voting restrictions. Please refer to the Voting Exclusion Statement in respect to Resolutions 3 through to 7 below.

Resolution 7 Approval of issue of shares to Ms Gillian Swaby (Director)

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

"That the issue of 295,372 fully paid ordinary shares in the Company to Ms Gillian Swaby (or her nominee), in lieu of director's fees, is approved under and for the purposes of Listing Rule 10.11 and all other purposes.

Note: This Resolution is subject to voting restrictions. Please refer to the Voting Exclusion Statement in respect to Resolutions 3 through to 7 below.

For the Purposes of Resolutions 3 through to 7:

Voting Exclusion Statement

The Company will disregard any votes cast:

• in favour of

• Resolution 3 by or on behalf of Mr James McKay or an associate of Mr James McKay;

• Resolution 4 by or on behalf of Mr Christopher Pieters or an associated of Mr Christopher Pieters;

• Resolution 5 by or on behalf of Mr Martin Riley or an associated of Mr James Martin Riley;

• Resolution 6 by or on behalf of Mr Shaun Scott or an associate of Mr Shaun Scott;

• Resolution 7 by or on behalf of Ms Gillian Swaby or an associated of Ms Gillian Swaby;

• regardless of the capacity in which the vote is cast, and in each case, any other person who will obtain a material benefit as a result of the issue (except a benefit solely by reason of being the holder of ordinary securities in the entity);

• on Resolutions 3 through to 7 as a proxy by a member of the Company's key management personnel ( KMP ) at the date of the meeting, or that KMP’s closely related party,

However, this does not apply to a vote cast on the relevant Resolution by:

• a person as proxy or attorney for a person entitled to vote on the Resolution in accordance with directions given to the proxy or attorney to vote on the Resolution in that way;

• the Chairman of the meeting as proxy for a person entitled to vote on the Resolution in accordance with an express authorisation to exercise the proxy on the Resolution as the Chairman decides (even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s KMP); or

• • by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 8 Approval of 10% Placement Capacity

To consider, and if thought fit, to pass the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval be given for the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue or the agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Notes.”

For the Purposes of Resolution 8:

Voting Exclusion Statement : The Company will disregard any votes cast in favour on this special resolution by any person who may participate in the issue of Equity Securities the subject of this Resolution 8 and a person who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed ( Participating Party ), and any associate of the Participating Party.

However, the Company will not disregard a vote if:

• a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

IMPORTANT NOTE: At the date of this Notice, it is not known who will participate in the proposed issue of Equity Securities the subject of this special resolution and the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the equity securities. Therefore, no existing Shareholder votes will be excluded under the voting exclusion in this Notice. You may be liable for breach of the voting restrictions in the Corporations Act if you cast a vote that the Company disregards.

Explanations of the Resolutions are set out in the accompanying Explanatory Notes. These Explanatory Notes explains the purpose of the meeting and the resolutions to be considered at the meeting.

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

For the purposes of this Notice (including each of the Resolutions), the following definitions apply:

“ Annual General Meeting ” means the meeting of shareholders called by the Board under the Notice of Meeting dated 26 October 2020 to be held virtually and conducted online Friday 27 November 2020 at 11.00am (Brisbane time).

“ Annual Report ” means the annual report of the Company for the year ended 30 June 2020;

“ ASX ” means the ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

“ Board ” means the Board of Directors of Comet Ridge Limited;

“ Closely Related Party ”, in relation to a member of the KMP, means the member’s spouse, child or dependant (or a child or dependant of the member’s spouse), anyone else in the member’s family who may be expected to influence or be influenced by the member in the member’s dealings with the Company (or its controlled entities), and any company the member controls;

“ Company ” or “ Comet Ridge ” means Comet Ridge Limited A.B.N 47 106 092 577;

“ Constitution ” means the Company’s Constitution, as amended from time to time;

“ Corporations Act ” means Corporations Act 2001 (Cth);

“ Directors ” mean the Directors of the Company;

“ Equity Securities ” has the meaning given to that term in the Listing Rules.

“ Explanatory Notes ” means the explanatory Notes accompanying this Notice;

“ Key Management Personnel ” or " KMP " means those persons having authority and responsibility for planning, directing and controlling the activities of the Company or its controlled entities, whether directly or indirectly. Members of the KMP include directors (both executive and non-executive) and certain senior executives;

“Listing Rules” means the Listing Rules of the ASX;

”Meeting” means

“Notice” means this Notice of Annual General Meeting;

“Resolution” means a resolution contained in this Notice;

“Shares” means fully paid ordinary shares in the Company; and

“Shareholder” means a holder of shares in the Company.

By order and authority of the Board

STEPHEN RODGERS Company Secretary

Dated: 26 October 2020

Entitlement to attend and vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7.00pm (Sydney time) on Wednesday 25 November 2020.

COVID-19 Pandemic

As a consequence of Australian State and Federal government restrictions and guidelines for the holding a public meetings, travel and social distancing which are being regularly reviewed and varied, the Company has decided to hold the 2020 Annual General Meeting virtually. Accordingly, you will not be able to physically attend the Annual General Meeting.

Attending the virtual Annual General Meeting

The Annual General Meeting will be conducted virtually. You may register to attend the webcast by contacting the Company at comet@cometridge.com.au. The Company will provide a link to enable you to access the webcast of the Annual General Meeting.

Live Voting

You will be able to vote live during the Annual General Meeting by:

• visiting https://web.lumiagm.com/ on a smartphone, table or computer (using the latest version of Chrome, Safari, Internet Explorer 11, Edge or Firefox); and

• using the unique meeting ID: 387-047-882

Online voting registration will commence 30 minutes prior to the start of the Annual General Meeting and close 5 minutes after the last item of business. For full details on how to log on and vote online, please refer to the user guide, available online at: www.computershare.com.au/onlinevotingguide.

You can also lodge your proxy online by post in accordance with the instructions contained in the proxy form accompanying this Notice of Meeting.

Questions

You will be able to submit questions to the Company during the virtual Annual General Meeting via email at comet@cometridge.com.au.

You may also submit written questions in advance. Questions will be collated, and we will seek to address as many of the raised questions and topics as possible. If you would like to submit a written question, or if you have general questions in relation to the upcoming Annual General Meeting please see below.

Questions may be submitted by one of the following methods:

By email: comet@cometridge.com.au By post: GPO Box 798, Brisbane Qld 4000 By Fax: 07 3221 3661

The Board strongly encourages lodgement of proxy votes and submission of questions prior to the Annual General Meeting so the meeting can be held in an efficient manner.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of Section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed unless previously given to the Company’s Share Registry.

V oting by Proxy

• A Shareholder entitled to vote at the Annual General Meeting is permitted to appoint not more than two (2) proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

• To be effective, proxies must be lodged by 11.00am (Brisbane time) on Wednesday 25 November 2020. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this Notice to:

The Share Registry Comet Ridge Limited c/- Computershare Investor Services Pty Limited GPO Box 242 MELBOURNE VIC 3001

or

1. by faxing a completed proxy form to:

Comet Ridge Limited, on 1800 783 447 (within Australia); or + 61 3 9473 2555 (outside Australia)

or

1. by visiting:

www.investorvote.com.au and logging in using the control number found on the front of your accompanying proxy form.

Intermediary Online subscribers (Institutions/Custodians) may lodge their proxy instruction online by visiting

www.intermediaryonline.com

or

1. Online voting is now mobile compatible so you can readily appoint a proxy straight from your smart phone.

To do this, enter www.investorvote.com.au directly into your smart phone and follow the instructions on your personalised proxy form or scanning the QR Code on the front of your proxy form. To scan the QR code you will have needed to download and installed a QR Code Scanner application for your smart phone.

The proxy form must be signed by the Shareholder or the Shareholder’s attorney.

Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the Power of Attorney, or the Power itself, must be received by the Company at the above address, or by facsimile and by 11.00am (Brisbane time) on Wednesday 25 November 2020. If facsimile transmission is used, the Power of Attorney must be certified.

Undirected Proxies

Any undirected proxies given to the Chairman of the meeting in respect to Resolutions 1 through to 8 by a shareholder entitled to vote on those resolutions will be voted in favour of those resolutions and the shareholder will be taken to have expressly authorised the Chairman to exercise the proxy as he/she thinks fit.

COMET RIDGE LIMITED

A.B.N 47 106 092 577

EXPLANATORY NOTES

This Explanatory Notes is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Comet Ridge Limited ( “Comet Ridge” or the “Company” ) to be held virtually and conducted online at 11.00am Friday 27 November 2020. Shareholders should read this document in full.

FINANCIAL STATEMENTS AND REPORTS

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial statements of the Company for the financial year ended 30 June 2020 together with the Directors’ Declaration and Report in relation to that financial year and the Auditor’s Report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No vote or resolution is required to be moved in respect of this item.

Shareholders are also entitled to put forward written questions to the Company’s auditor, if the question is relevant to the content of the Auditor’s Report or the conduct of the audit. Questions may be submitted by one of the following methods:

By email: comet@comtridge.com.au.

Remuneration Report is contained in the Annual Report and is also available on the Company’s website:

http://www.cometridge.com.au/reports/

The Board believes that the Company’s remuneration policy and framework as detailed in the Remuneration Report are appropriate given the size of the Company and its current strategic objectives.

Shareholders should note that this Resolution is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast on the resolution at the Annual General Meeting are against adoption of the report, then:

• if comments are made on the report at the Annual General Meeting, the Company's Remuneration Report for the financial year ending 30 June 2020 will be required to include an explanation of the Board's proposed action in response or, if no action is proposed, the Board's reasons for this; and

By post: GPO Box 798, Brisbane Qld 4000

Questions must be received by no later than Friday, 20 November 2020. Copies of the questions received, and any written answers that have been prepared, will be available at the Annual General Meeting.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

• if, at the Company's 2021 Annual General Meeting, at least 25% of the votes cast on the resolution for adoption of the Remuneration Report for the relevant financial year are against its adoption, the Company will be required to put to shareholders a resolution proposing that a general meeting ( Spill Meeting ) be called to consider the election of Directors of the Company ( Spill Resolution ). For any Spill Resolution to be passed, more than 50% of the votes cast on the resolution must be in favour of it. If a Spill Resolution is passed, all of the Directors (other than any Managing Director) will cease to hold office immediately before the end of the Spill Meeting unless re-elected at that meeting.

In accordance with Section 250R(2) of the Corporations Act the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s 2020 Annual Report. The

RESOLUTION 2 – RE-ELECTION OF MR JAMES MCKAY AS A DIRECTOR

The Company’s Constitution provides that at every Annual General Meeting one-third of the Directors, or, if their number is not a multiple of three, then such number as is appropriate shall retire from office to ensure that no Director holds office for more than three (3) years. Mr James McKay, therefore, retires from office in accordance with this requirement and submits himself for re-election.

James McKay is Executive Chairman and co-founder of Walcot Capital, a venture capital business specialising in early stage commodity investments. Walcot Capital has established a number of large and successful resource projects including Tlou Energy Limited, an ASX and AIM listed southern Africa focused coal seam gas company and ERPM, a South African based gold company that has purchased the historic East Rand Proprietary Mine with a 51M oz.

James is the former Chairman of successful coal seam gas company Sunshine Gas Limited, having overseen that company’s growth to join the ranks of Australia’s Top 150 and Top 10 Queensland company with a market capitalisation over $1 Billion prior to its merger with Queensland Gas Company.

Mr McKay was also Chairman of Birimian Limited an ASX listed lithium exploration company and a director and shareholder of Centenary Memorial Gardens Pty Ltd, a major Brisbane cemetery and crematorium. He is a past president of the Australasian Cemeteries and Crematoria Association, having served on its board for over 8 years.

James McKay has a strong commercial background, with sound finance, investment markets, business management and legal expertise. He holds degrees in commerce and law.

Recommendation

The Directors (with Mr McKay abstaining) recommend that you vote in favour of the resolution.

RESOLUTIONS 3 TO 7 - ISSUE OF REMUNERATION SHARES TO DIRECTORS

component[1] of their monthly director and board committee fees with respect to the period from April 2020 to October 2020, in exchange for the issue of fully paid ordinary shares in the Company ( Shares ) to the value of the cash component of those fees, subject to the shareholders approving the issue of the Shares in compliance with the requirements of the ASX Listing Rules.

Consequently, Resolutions 3 to 7 seek shareholder approval to issue up to 2,211,689 Shares ( Remuneration Shares ) to the directors of the Company as follows:

Resolution	Director	No. of Remuneration Shares
No. 3	James McKay	668,170
No. 4	Christopher Pieters	359,178
No. 5	James Martin Riley	450,895
No. 6	Shaun Scott	438,074
No. 7	Gillian Swaby	295,372

Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to (among others) a related party (including a director) or an associate of a related party, unless it obtains the approval of its shareholders.

Each issue of Remuneration Shares falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. Each issue therefore requires the approval of the Company's shareholders under Listing Rule 10.11.

If each of Resolutions 3 to 7 is passed, the Company will be able to proceed with the proposed issue of Remuneration Shares contemplated by that Resolution.

If any of Resolutions 3 to 7 is not passed, the Company will not be able to proceed with the proposed issue of Remuneration Shares the subject of that Resolution. In those circumstances, the director mentioned in that Resolution will be entitled to receive an amount equivalent to the aggregate cash component of their director’s fees for the period instead of the Remuneration Shares (as proposed in the Resolution).

Background

As announced by the Company on the ASX announcements platform on 31 March 2020, all directors (other than the Managing Director who had already agreed to a short term 50% reduction of his salary) have agreed that they would forgo the cash

1 The 'cash component' is, for these purposes, the total amount of the relevant fee less the amounts required to be remitted to the Australian taxation office pursuant to the PAYG regime and the amounts required to be contributed to a complying superannuation fund under the superannuation guarantee levy regime.

The table below sets out the amount of the cash payments the Company would be required to make in the event the Resolution is not passed.

Resolution	Director	Cash payment required if Resolutions not *passed **
Resolution 3	James McKay	$54,827.15
Resolution 4	Christopher Pieters	$29,472.73
Resolution 5	James Martin Riley	$36,998.64
Resolution 6	Shaun Scott	$35,946.47
Resolution 7	Gillian Swaby	$24,237.01

*being the amount of the aggregate cash component of the directors' fees which would otherwise be forgone in exchange for the issue of the relevant Remuneration Shares had the resolution been passed.

Resolutions 3 to 7 are not conditional on each other and shareholders may approve any one or more of those Resolutions (in which case, the Remuneration Shares the subject of those Resolutions will be issued), even though shareholders have not approved all of the Resolutions.

Information required by ASX Listing Rule 10.13

The following information in relation to the issue of the Remuneration Shares to the directors of the Company is provided to shareholders for the purposes of ASX Listing Rule 10.13:

• (a) the Remuneration Shares will be issued to the following related parties of the Company (or their nominees):

Resolution	Name of related party	Position
Resolution 3	James McKay	Non-Exec Chairman
Resolution 4	Christopher Pieters	Executive Director
Resolution 5	James Martin Riley	Non-Exec Director
Resolution 6	Shaun Scott	Non-Exec Director
Resolution 7	Gillian Swaby	Non-Exec Director

• (b) each of Messrs McKay, Pieters, Riley, Scott and Ms Swaby is a director of the Company and is therefore a related party of the Company for the purposes of ASX Listing Rule 10.11;

• (c) the Remuneration Shares, if issued, will be fully paid ordinary shares in the Company and will rank equally with existing issued Shares from the date of issue;

• (d) the number and class of securities to be issued pursuant to each Resolution is as follows:

Resolution	Director	No. and class of securities
Resolution 3	James McKay	668,170 fully paid ordinary shares
Resolution 4	Christopher Pieters	359,178 fully paid ordinary shares
Resolution 5	James Martin Riley	450,895 fully paid ordinary shares
Resolution 6	Shaun Scott	438,074 fully paid ordinary shares
Resolution 7	Gillian Swaby	295,372 fully paid ordinary shares

• (e) the Remuneration Shares will be issued within one month after the date of the annual general meeting;

• (f) the number of Remuneration Shares to be issued to each director has been calculated by applying the following formula in respect of each relevant month:[2]

RS1 = DFCC1 /VWAP1

Where:

RS1 = the number of the Remuneration Shares to be issued to the director in relation to the relevant month.

DFCC1 = the cash component of the directors fees and committee fees otherwise payable to the director for the relevant month (being the total of those fees for that month less the amount required to be withheld on account of taxation or applied on account of superannuation in accordance with the relevant statutory regimes).

VWAP1 = the volume weighted average price of the Company's Shares during the 10 days prior to the first trading day of the relevant month.[3]

2 Being the months of April to October 2020 inclusive. 3 The VWAP, calculated on this basis, applied for April 2020 was 0.057; for May 2020 was 0.082; for June 2020 was 0.099; for July 2020 was 0.105; for August 2020 was 0.078; for September 2020 was 0.081 and for October 2020 was 0.0928.

The number of Remuneration Shares proposed to be issued to a director is the aggregate of the number of Shares calculated in accordance with the formula set out above for the months of April 2020 to October 2020 inclusive;

• (g) the issue of the Remuneration Shares, if approved by shareholders, will reduce the amount of the cash payments that would otherwise be payable to the directors during the relevant period. Their issue will form part of the Company’s initiatives to reduce cash outflows as previously announced to the market on 31 March 2020. Consequently, no new funds will be raised

from the issue of the Remuneration Shares but the Company will be relieved from the obligation to make cash payments to directors on account of their fees for the relevant period. The issue of the Remuneration Shares will, therefore, enhance the cash flow position of the Company;

• (h) the change in share ownership in the Company by each director (together with his or her associates, as applicable) as a consequence of the issue of the Remuneration Shares to that director, if approved by the shareholders, will be as follows:

Director	Current shareholding by that director and his associates	Current shareholding by that director and his associates	Proposed issue of Remuneration Shares to that director	Proposed issue of Remuneration Shares to that director	Shareholding post issue for that director and his associates	Shareholding post issue for that director and his associates
McKay, James Allan Vincent	James Allan Vincent McKay VOC Investment PtyLtd McKay Super Fund Pty Limited ATF McKaySuper Fund Waterford Atlantic Pty Ltd ATF The McKay Family Trust Total	nil 3,300,000 20,253,129 13,854,976 37,408,105	James McKay	668,170	James Allan Vincent McKay VOC Investment Pty Ltd McKay Super Fund Pty Limited ATF McKaySuper Fund Waterford Atlantic Pty Ltd ATF The McKayFamilyTrust Total	668,170
						3,300,000
						20,253,129
						13,854,976
						38,076,275

Director		Current shareholding by that director and his associates	Current shareholding by that director and his associates	Current shareholding by that director and his associates		Proposed issue of Remuneration Shares to that director	Proposed issue of Remuneration Shares to that director		Shareholding post issue for that director and his associates	Shareholding post issue for that director and his associates	Shareholding post issue for that director and his associates
						director
Pieters, Christopher		Christopher Pieters	nil			Christopher Pieters	359,178		Christopher Pieters	359,178
									Pieters Capital Pty Ltd atf Pieters Investment Trust	1,217,000
		Pieters Capital Pty Ltd atf Pieters Investment Trust	1,217,000
		Total	1,217,000						Total	1,576,178

Director	Current shareholding	by that	Proposed issue of Remuneration Shares to that director	Proposed issue of Remuneration Shares to that director	Shareholding post issue for that director and his associates	Shareholding post issue for that director and his associates	Shareholding post issue for that director and his associates
	director and his
Riley, James Martin	James Martin Riley	400,000 400,000	James Martin Riley	450,895	James Martin Riley	850,895
	Total				Total	850,895

Director	Current shareholding by that director and his associates	Current shareholding by that director and his associates	Proposed issue of Remuneration Shares to that director	Proposed issue of Remuneration Shares to that director	Shareholding post issue for that director and his associates	Shareholding post issue for that director and his associates	Shareholding post issue for that director and his associates
Scott, Shaun	Shaun Scott	nil 600,000 600,000	Shaun Scott	438,074	Shaun Scott	438,074
	HTJ Scott PtyLtd				HTJ Scott PtyLtd	600,000
	Total				Total	1,038,074

Director		Current shareholding by that director and her associates	Current shareholding by that director and her associates	Current shareholding by that director and her associates		Proposed issue of new Shares to the director	Proposed issue of new Shares to the director		Shareholding post issue for that director and her associates	Shareholding post issue for that director and her associates	Shareholding post issue for that director and her associates
Swaby, Gillian		Gillian Swaby	nil			Gillian Swaby	295,372		Gillian Swaby	295,372
		Total	nil						Total	295,372

If Resolutions 3 to 7 are approved, the total number of Shares on issue will increase from 789,000,030 to 791,211,719; and

RESOLUTION 8 – APPROVAL OF 10% PLACEMENT CAPACITY

• (i) each of the director's current total remuneration package is set out in the table below:

Directors Current Total Remuneration Package	Directors Current Total Remuneration Package	Directors Current Total Remuneration Package	Directors Current Total Remuneration Package
Director	Fees	Super	Total Remuneration
James McKay	$145,200	$13,800	$159,00
Christopher Pieters	$73,973	$7,027	$81,000
James M. Riley	$84,018	$7,982	$92,000
Shaun Scott	$81,278	$7,722	$89,000
Gillian Swaby	$83,105	$7,895	$91,000

The issue of the Remuneration Shares is not intended to provide any additional remuneration or incentive to the directors. Rather, the Remuneration Shares will be issued to the directors, if the Resolutions are approved, instead of the cash component[4] of their monthly director and board committee fees with respect to the period from April 2020 to October 2020. If any of the Resolutions is not approved, the remuneration for the relevant director will remain unchanged. However, in those circumstances, that director's remuneration will be paid entirely in case (rather than as a combination of Remuneration Shares and cash).

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the Annual General Meeting ( 10% Placement Facility ).

The 10% Placement Facility is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1. An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the

S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a Special Resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, which is detailed below.

Description of ASX Listing Rule 7.1A

a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an Annual General Meeting.

b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

Directors' recommendation

Given their potential interest in Resolutions 3 to 7, the directors (other than Mr Tor McCaul) make no recommendation to shareholders with respect to Resolutions 3 to 7. Mr Tor McCaul recommends that shareholders vote in favour of Resolutions 3 to 7.

4 The 'cash component' is, for these purposes, the total amount of the relevant fee less the amounts required to be remitted to the Australian taxation office pursuant to the PAYG regime and the amounts required to be contributed to a complying superannuation fund under the superannuation guarantee levy regime.

The Company, as at the date of the Notice, has on issue only one type of Equity Securities quoted on ASX being ordinary shares.

Formula for calculating 10% Placement Facility

ASX Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an Annual General Meeting may issue or agree to issue, during the 12 month period after the date of the Annual General Meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of the issue or agreement:

• i. plus the number of fully paid shares issued in the 12 months under an exception in ASX Listing Rule 7.2;

• ii. plus the number of partly paid shares that became fully paid in the 12 months;

• iii. plus the number of fully paid shares issued in the 12 months with approval of holders of shares under ASX Listing Rules 7.1 and 7.4;

• iv. less the number of fully paid shares cancelled in the 12 months.

Note : A has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

10% Placement Period

Shareholder approval of the 10% Placement Facility under ASX Listing Rule 7.1A is valid from the date of the Annual General Meeting at which the approval is obtained and expires on the earlier to occur of:

• 1) the date that is 12 months after the date of the AGM at which the approval is obtained; or

• 2) the date of the approval by shareholders of a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

“ ” ( 10% Placement Period ). ASX Listing Rule 7.1A

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

ASX Listing Rules 7.1 and 7.1A

The ability of an entity to issue Equity Securities under ASX Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under ASX Listing Rule 7.1.

At the date of this Notice, the Company has on issue 789,000,030 ordinary shares and at the date of this Notice has a capacity to issue:

• 1) 50,093,688 Equity Securities under ASX Listing Rule7.1; and

• 2) 73,636,845 Equity Securities under ASX Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under ASX Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in ASX Listing Rule 7.1A.2, which is detailed above.

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the Volume Weighted Average Price of Equity Securities in the same class calculated over the 15 Trading Days immediately before:

• 1) the date on which the price at which the Equity Securities are to be issued is agreed; or

• 2) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

The effect of Resolution 8 will be to allow the Directors to issue the Equity Securities in any existing quoted class, under ASX Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.

Resolution 8 is a Special Resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) are cast in favour of the resolution.

Information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the following information is provided in relation to the approval of the 10% Placement Facility:

• a) The Equity Securities will be issued at an issue price of not less than 75% of the Volume Weighted Average Price for the Company’s Equity Securities over the 15 Trading Days immediately before:

• 1) the date on which the price at which the Equity Securities are to be issued is agreed; or

• 2) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (1) above, the date on which the Equity Securities are issued.

• b) If Resolution 7 is passed by Shareholders as a Special Resolution and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. There is a risk that:

• 1) the market price for the Company’s Equity Securities may be significantly lower on the

date of the issue of the Equity Securities than on the date of the Meeting; and

• 2) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date or the Equity Securities are issued as part of

asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

ASX Listing Rule 7.3A.2 – Dilution Table**

Variable "A" in ASX Listing Rule 7.1A.2		$0.0475 Issue Price (50% decrease in Deemed Price)	$0.095 Issue Price (Deemed Price)*	$0.19 Issue Price (100% increase in Deemed Price)
789,000,030 Shares being the current number of Shares on issue at the date of this Notice	10% Voting Dilution Funds Raised	78,900,003 Shares $3,747,750.14.	78,900,030 Shares $7,495,500.28.	78,900,030 Shares $14,991,000.57.
1,183,500,045 Shares being a 50% increase in the number of Shares on issue at the date of this Notice	10% Voting Dilution Funds Raised	118,350,004 Shares $5,621,625.19.	118,350,004 Shares $11,243,250.38.	118,350,004 Shares $22,486,500.76.
1,578,000,060 Shares being a 100% increase in the number of Shares on issue at the date of this Notice	10% Voting Dilution Funds Raised	157,800,006 Shares $7,495,500.28.	157,800,006 Shares $14,991,000,57.	157,800,006 Shares $29,982,001.14.

*The Deemed Price was the closing price of the Company’s Shares on the ASX on 7 October 2020.

**All Voting Dilution and Funds Raised numbers in the table have been rounded down to nearest whole number.

consideration for the acquisition of a new

The above table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable “A” calculated in accordance with the formula in ASX Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the Deemed Price.

The table has been prepared on the following assumptions:

• i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.

• ii) No unlisted options or Performance Rights are exercised into Shares before the date of the issue of the Equity Securities under ASX Listing Rule 7.1A. The Company has no options and 11,580,000 unlisted Performance Rights on issue under the Performance Rights Plan as at the date of this Notice.

• i) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• ii) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.

• iii) The table shows only the effect of issues of Equity Securities under ASX Listing Rule 7.1A, and does not consider issues under the 15% placement capacity under ASX Listing Rule 7.1.

• iv) The issue of Equity Securities under the 10% Placement Facility consists only of ordinary shares in the Company. The table does not demonstrate the effect of listed or unlisted options or Performance Rights being issued under ASX Listing Rule 7.1A.

• v) The issue price for ordinary shares in the Company is deemed for the purposes of the table to be $0.095 ( Deemed Price ), being the closing price of these shares on ASX on 7 October 2020. This price is indicative only and does not consider the 25% discount to market that these shares may be issued at.

• vi) ‘A’ is the current number of fully paid ordinary shares on issue, and assumes full placement capacity available.

• c) The Company will only issue and allot the Equity Securities pursuant to the 10% Placement Capacity within 12 months of the date of this Annual General Meeting. Further the approval under Resolution 8 for the issue of the Equity Securities will cease to be valid in the event that Shareholders approve a transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

d) The Company may seek to issue the Equity Securities for cash consideration. In such circumstances, the Company intends to use the funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition), continued exploration and feasibility study expenditure on the Company’s current assets and/or general working capital.

The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• e) The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• f) Previous approval under ASX Listing Rule 7.1A: The Company last obtained approval under Listing Rule 7.1A at its 2019 Annual General Meeting (AGM).

The Company has not issued or agreed to issue Equity Securities under Listing Rule 7.1A.2 in the 12 months preceding the date of the of the Annual General Meeting.

• g) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder’s votes will therefore be excluded under the voting exclusion in the Notice.

Recommendation

The Directors consider that the approval of the issue of the 10% Placement Facility described above is beneficial for the Company as it provides the Company with the flexibility to issue up to the maximum number of securities permitted under ASX Listing Rule 7.1A in the next 12 months (without further Shareholder approval), should such an issue be required. Accordingly, each of the Directors recommends that Shareholders vote in favour of Resolution 8. The Chair of the Meeting intends to vote available proxies in favour of this resolution.

• 1) the methods of raising funds that are available to the Company, including but not limited to, placement, rights issue or other issue in which existing security holders can participate;

• 2) the effect of the issue of the Equity Securities on the control of the Company;

• 3) the financial situation and solvency of the Company; and

• 4) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company were to pursue an acquisition and were it to be successful in acquiring new resource assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new resource assets or investments.

L000001

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Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

ABN 47 106 092 577

Online:

www.investorcentre.com/contact

COI

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11.00am (Brisbane Time) Wednesday 25 November 2020.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1 Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Comet Ridge Limited hereby appoint the Chairman OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Comet Ridge Limited to be held virtually on Friday 27 November 2020 at 11.00am (Brisbane time) and at any adjournment or postponement of that meeting. You may register to attend the webcast by contacting the Company at comet@cometridge.com.au. You will be able to vote live during the Annual General Meeting by visiting web.lumiagm.com/387047882.

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 1, 3, 4, 5, 6, 7 & 8 (except where I/we have indicated a different voting intention in step 2) even though Items 1, 3, 4, 5, 6, 7 & 8 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 1, 3, 4, 5, 6, 7 & 8 by marking the appropriate box in step 2.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

• 1 Non-Binding Resolution to Adopt Remuneration Report

• 2 Re-election of Mr James McKay as a Director

• 3 Approval of issue of shares to Mr James McKay (Director)

• 4 Approval of issue of shares to Mr Christopher Pieters (Director)

• 5 Approval of issue of shares to Mr James Martin Riley (Director)

• 6 Approval of issue of shares to Mr Shaun Scott (Director)

• 7 Approval of issue of shares to Ms Gillian Swaby (Director)

• 8 Approval of 10% Placement Capacity

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

Step 3 Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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